8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

February 18, 2010

Date of report

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	0-20572	41-0886515
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 18, 2010, Patterson Companies, Inc. issued a press release announcing its financial results for the third quarter of fiscal year 2010 ended January 23, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

99.1 Press release of Patterson Companies, Inc., dated February 18, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATTERSON COMPANIES, INC.
Date: February 18, 2010	By:	/s/ R. Stephen Armstrong
		R. Stephen Armstrong
		Executive Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Patterson Companies, Inc., dated February 18, 2010.

EX-99.1

Exhibit 99.1

Patterson Companies Reports Improved Third Quarter Operating Results

St. Paul, MN—February 18, 2010—Patterson Companies, Inc. (Nasdaq: PDCO) today reported consolidated sales of $820,084,000 for the third quarter of fiscal 2010 ended January 23, an increase of 1% from $811,023,000 in the year-earlier quarter. Net income of $56,049,000 or $.47 per diluted share rose 6% from $52,807,000 or $0.45 per diluted share in the third quarter of fiscal 2009.

Sales of Patterson Dental Supply, Patterson’s largest business, were $572,073,000 in the third quarter, down 2% from $584,140,000 in the year-earlier period.

• Sales of consumable dental supplies and printed office products rose 2% from last year’s third quarter. Internally-generated sales, excluding foreign currency adjustments and acquisitions, were up slightly, marking the first such sales growth for consumables since the fall of 2008 when the national economy started to deteriorate sharply.

• Sales of dental equipment and software declined 10% from the year-earlier level, which was consistent with Patterson’s forecast for this period.

• Sales of other services and products, consisting primarily of technical service parts and labor, software support services and artificial teeth, rose 10% from last year’s third quarter.

Sales of the Webster Veterinary unit increased 5% in the third quarter of fiscal 2010 to $151,771,000. Sales of Patterson Medical, Patterson’s rehabilitation supply and equipment unit, increased 18% to $96,240,000. The acquisitions of Mobilis Healthcare Group in April 2009 and Empi Therapy Solutions in June 2009 accounted for the majority of the third quarter sales increase.

James W. Wiltz, president and chief executive officer, commented: “Patterson’s third quarter operating results were largely consistent with our internal forecasts as our businesses continued to experience the impact of weak economic conditions. We are encouraged that sales of dental consumable supplies started trending upward in the third quarter. However, we believe the purchasing decisions of dental practitioners for new equipment continued to be affected by the soft economy. Sales of dental equipment also faced a difficult comparison with the third quarter of fiscal 2009, when Patterson Dental significantly outperformed the dental equipment market. Although sales of CEREC dental restorative systems were down modestly in the third quarter, sales were up on a sequential quarterly basis. This was encouraging since new systems accounted for a substantial portion of third quarter CEREC sales, not trade-ins for the upgraded imaging unit. We believe the unequalled performance of CEREC has made it the most viable choice for dentists purchasing next-generation CAD/CAM equipment.”

He continued: “Sales of our Webster unit were consistent with forecasted levels in the third quarter, which is the seasonally softest period of the year for our veterinary business. Equipment sales remained sluggish as many veterinary practices continued to be cautious toward purchasing equipment. Patterson Medical’s performance also met our third quarter expectations. We believe this unit continued to gain market share in this period. The assimilation of the Mobilis and Empi acquisitions are proceeding on schedule, and we are pleased with their contributions to our third quarter performance.”

Patterson’s third quarter earnings also benefited from cost control measures that have been instituted in response to the economic downturn. The impact of acquisition-related expenses started diminishing in the third quarter and is expected to continue moderating over the balance of the year.

For full-year fiscal 2010, Patterson is forecasting earnings of $1.74 to $1.78 per diluted share as the company narrowed its previously reported range of $1.70 to $1.80.

As previously announced, Mr. Wiltz will retire as president and chief executive officer of Patterson Companies at the end of the current fiscal year on April 24, 2010. At that time, Scott P. Anderson, currently president of the Patterson Dental Supply subsidiary, will assume those positions.

About Patterson Companies, Inc.

Patterson Companies, Inc. is a value-added distributor serving the dental, companion-pet veterinarian and rehabilitation supply markets.

Dental Market

As Patterson’s largest business, Patterson Dental provides a virtually complete range of consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America.

Veterinary Market

Webster Veterinary is the nation’s second largest distributor of consumable veterinary supplies, equipment and software, diagnostic products, vaccines and pharmaceuticals to companion-pet veterinary clinics.

Rehabilitation Market

Patterson Medical is the world’s leading distributor of rehabilitation supplies and non-wheelchair assistive patient products to the physical and occupational therapy markets. The unit’s global customer base includes hospitals, long-term care facilities, clinics and dealers.

# # #

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors, among others, may cause actual results to differ materially from those indicated by the forward-looking statements: competition within the dental, veterinary, and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform, which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including reduced growth in per capita expenditures for veterinary services and reduced growth in the number of households owning pets; the ability of the Company to maintain satisfactory relationships with its sales force; unexpected loss of key senior management personnel; unforeseen operating risks; risks associated with the dependence on manufacturers of the Company’s products; and the ability of the Company to successfully integrate the recent acquisitions into its existing business. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the Company’s filings with the Securities and Exchange Commission.

For additional information contact:

R. Stephen Armstrong	Richard G. Cinquina
Executive Vice President & CFO	Equity Market Partners
651/686-1600	904/415-1415

Third Quarter Conference Call and Replay

Patterson’s third quarter earnings conference call will start at 10:00 a.m. Eastern today. Investors can listen to a live webcast of the conference call at www.pattersoncompanies.com. Listeners should go to this website at least 15 minutes prior to the call to download and install any necessary audio software. The conference call will be archived on Patterson’s web site. A replay of the third quarter conference call can be heard through February 25, 2010 at 1-303-590-3030 with the 4220042 conference ID.

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for earnings per share)

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 23, 2010			January 24, 2009			January 23, 2010			January 24, 2009
Net sales	$	820,084		$	811,023		$	2,424,614		$	2,314,343
Gross profit		276,069			269,109			801,290			774,414
Operating expenses		182,302			177,567			546,247			520,676
Operating income		93,767			91,542			255,043			253,738
Other expense, net		(4,294	)		(6,745	)		(12,412	)		(20,171	)
Income before taxes		89,473			84,797			242,631			233,567
Income taxes		33,424			31,990			92,182			87,893
Net income	$	56,049		$	52,807		$	150,449		$	145,674
Earnings per share:
Basic	$	0.47		$	0.45		$	1.27		$	1.24
Diluted	$	0.47		$	0.45		$	1.26		$	1.23
Shares:
Basic		118,518			117,624			118,324			117,645
Diluted		119,434			118,134			119,097			118,391
Gross margin		33.7	%		33.2	%		33.0	%		33.5	%
Operating expenses as a % of net sales		22.2	%		21.9	%		22.5	%		22.5	%
Operating income as a % of net sales		11.4	%		11.3	%		10.5	%		11.0	%
Effective tax rate		37.4	%		37.7	%		38.0	%		37.6	%

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	January 23, 2010		April 25, 2009
	(Unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	267,782	$	158,065
Receivables, net		471,316		476,156
Inventory		302,637		269,934
Prepaid expenses and other current assets		35,903		33,440
Total current assets		1,077,638		937,595
Property and equipment, net		168,657		166,500
Goodwill and other intangible assets		996,345		968,036
Other		80,175		61,489
Total Assets	$	2,322,815	$	2,133,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	184,035	$	180,933
Other accrued liabilities		147,117		131,367
Current maturities of long-term debt		—		22,000
Total current liabilities		331,152		334,300
Long-term debt		525,000		525,000
Other non-current liabilities		88,311		88,000
Total liabilities		944,463		947,300
Stockholders’ equity		1,378,352		1,186,320
Total Liabilities and Stockholders’ Equity	$	2,322,815	$	2,133,620

PATTERSON COMPANIES, INC.

SUPPLEMENTARY FINANCIAL DATA

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 23, 2010			January 24, 2009			January 23, 2010			January 24, 2009
Consolidated Net Sales
Consumable and printed products	$	501,141		$	476,196		$	1,586,534		$	1,468,110
Equipment and software		249,324			271,384			636,979			653,642
Other		69,619			63,443			201,101			192,591
Total	$	820,084		$	811,023		$	2,424,614		$	2,314,343
Dental Supply
Consumable and printed products	$	293,077		$	287,709		$	902,170		$	909,981
Equipment and software		216,243			239,228			538,989			560,235
Other		62,753			57,203			179,072			170,646
Total	$	572,073		$	584,140		$	1,620,231		$	1,640,862
Rehabilitation Supply
Consumable and printed products	$	66,739		$	54,733		$	229,984		$	193,925
Equipment and software		24,143			21,942			75,568			71,128
Other		5,358			4,936			17,225			16,293
Total	$	96,240		$	81,611		$	322,777		$	281,346
Veterinary Supply
Consumable and printed products	$	141,325		$	133,754		$	454,380		$	364,204
Equipment and software		8,938			10,214			22,422			22,279
Other		1,508			1,304			4,804			5,652
Total	$	151,771		$	145,272		$	481,606		$	392,135
Other (Expense) Income, net
Interest income	$	2,122		$	1,048		$	6,491		$	4,840
Interest expense		(6,406	)		(7,000	)		(19,383	)		(23,235	)
Other		(10	)		(793	)		480			(1,776	)
	$	(4,294	)	$	(6,745	)	$	(12,412	)	$	(20,171	)

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	January 23, 2010			January 24, 2009
Operating activities:
Net income	$	150,449		$	145,674
Depreciation & amortization		28,234			21,515
Share-based compensation		6,618			5,800
Change in assets and liabilities, net of acquired		(32,174	)		(100,455	)
Net cash provided by operating activities		153,127			72,534
Investing activities:
Additions to property and equipment, net of disposals		(17,506	)		(22,838	)
Acquisitions		(28,151	)		(109,942	)
Net cash used in investing activities		(45,657	)		(132,780	)
Net cash used in financing activities		(11,624	)		(56,416	)
Effect of exchange rate changes on cash		13,871			(29,618	)
Net increase (decrease) in cash and cash equivalents	$	109,717		$	(146,280	)